Membership Agreement

1. Your Relationship with Legacyit® .

   1. These Terms and Conditions Govern. These terms and conditions (these "Terms") represent the general terms and conditions for membership by You ("You") in the Legacyit® programs offered by YLE Member Services, LLC ("YLE") ("We" or "Us") and the services that You will use as Our member (the "Services"). To use the Services, You must first agree to these Terms. You are not permitted to use the Services if You do not accept these Terms. These Terms apply to any matters We agree to undertake on Your behalf unless We both agree in writing to a different arrangement. These Terms supplement the "Terms of Use" and "Privacy Policy" appearing on Our website (the "Site") which shall remain applicable to and binding on You. To the extent there is any conflict between the "Terms of Use" or "Privacy Policy" on the Site and these Terms, these Terms shall be deemed to control.

   2. Acceptance of these Terms. You can accept these Terms by (a) clicking to accept or agree to these Terms, where this option is made available to You by Us in the user interface for any Service; or (b) by actually using the Services. In this latter case, You understand and agree that We will treat Your use of the Services as acceptance of these Terms from that point onward.

   3. Language of the Terms. Where We have provided You with a translation of the English language version of these Terms, You agree that the translation is provided for Your convenience only and that the English language versions of the Terms will govern Your relationship with Us. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

   4. Scope of Membership. The type of membership (the "Membership") and the specific Services to which You are entitled by virtue of Your Membership will be limited to the Services that We offer to the specific level of Membership to which You have subscribed. You may have the opportunity to change the level of Your Membership through the Site. Free Memberships: Due to the cost associated with maintaining a high-level of security throughout our site, we reserve the right to terminate and delete free accounts that have had no activity for 30 days or more. You will be notified before any such action is taken. In addition, we reserve the right to offer sponsorships or other paid advertisements to Free Membership users while logged into our application.

2. Legacyit™Services.

   1. Services may be provided by Affiliates. We have employees, independent contractors, subsidiaries, and other affiliated providers (collectively, Our "Affiliates"). Sometimes, Our Affiliates will be providing the Services to You on Our behalf. You acknowledge and agree that Our Affiliates will be entitled to provide the Services to You. We may assign one of Our Affiliates to be in charge of Your Membership and manage the delivery of the Services to which You are entitled by virtue of Your Membership. That Affiliate will make staffing decisions and will use other of Our Affiliates to provide You the Services. Though We may discuss staffing with You at any time during Your Membership, We reserve the right to change the staffs that are providing the Services as We deem necessary or appropriate.

   2. Change in Our Services. We are constantly innovating to provide the best possible experience for Our Members. Therefore, the form and nature of the Services that We provide under Your membership may change from time to time without prior notice from Us to You. Additionally, We may stop (permanently or temporarily) providing the Services (or any related features) to You (or to users generally) at Our sole discretion, without prior notice to You. You may stop using the Services at any time. You do not need to specifically inform Us when You stop using the Services.

   3. Third Party Websites and Content. The Site contains (or, You may be sent through the Site or the Services) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). We are not responsible for any Third Party Sites accessed through the Site or for any Third Party Applications, Software or Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. If You decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, You do so at Your own risk and You should be aware that Our terms and policies no longer govern such Third Party Sites, or Third Party Applications, Software or Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Sites to which You navigate from the Site or relating to any Third Party Applications, Software or Content that You use or install from or through the Site.

   4. Confidentiality and Privacy Policies. We will keep confidential, and We will require Our employees and independent contractors to keep confidential, all non-public information that We obtain from You or in connection with the Services ("Private Information"). We use Private Information only to provide the Services that You request from Us. We will not disclose Private Information to anyone other than those employees and independent contractors who need to know such Private Information for the purposes of providing the Services to You. We maintain physical, electronic, and procedural safeguards that we consider reasonably designed to maintain the confidentiality of the Private Information. For more information about Our data protection practices and privacy policies, please see Our privacy policy at http://www.legacyit.com/privacypolicy.html (our "Privacy Policy"). We may share information about Your birthday, anniversary, favorite images, gift registrations, Your hobbies/interests, and other personal information with others who have a membership in Legacyit® whom You have designated as members of Your "Tree, for the purpose of encouraging those members to purchase gifts for You, on Your behalf, or to otherwise communicate with You. We may, in Our sole discretion, decide to provide additional information of potential interest to members of Your "Tree" for similar purposes.

3. Our Expectations from You when Using the Services .

   1. Information and Questions. To access certain Services, You may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Services, or as part of Your continued use of the Services. All information that You provide Us must be accurate, correct, and up-to-date, and You agree to notify Us promptly of any change in the information You provide Us in connection with Your Membership (including any change in Your mailing address, telephone numbers, or email address). If You have questions or concerns about Our work or Our charges or invoices, please bring them to Our attention promptly.

   2. Your Use of the Services.

      1. You are permitted to use the Services (1) solely for purposes that are permitted by these Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries), and (2) in a manner consistent with Our Privacy Policy.

      2. You are not permitted to access or attempt to access any of the Services by any means other than through the interface that is provided by Us, unless You have been specifically allowed to do so in a separate agreement with Us. You are not permitted to access or attempt to access any of the Services through any automated means (including use of scripts or web crawlers).

      3. You agree not to engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

      4. Unless You have been specifically permitted to do so in a separate agreement with Us, You agree not to reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

      5. You are solely responsible for any breach of Your obligations under these Terms and for the consequences (including any loss or damage that You may suffer as a result) of any such breach.

      6. You are responsible for maintaining the confidentiality of passwords associated with any account You use to access the Services. Accordingly, You are solely responsible to Us for all activities that occur under Your account. You agree to notify Us promptly if You become aware of any unauthorized use of Your password or of Your account.

4. Propriety Property and Ownership of Intellectual Property .

   1. Ownership and Use of Your Intellectual Property.

      1. You hereby represent and warrant to Us (1) that You own all intellectual property rights in the materials (or have otherwise obtained the right to use, reproduce, display, transmit, perform, and publish the materials) that You have and will provide Us during Your Membership, and (2) that use of such materials by Us pursuant to these Terms does not and will not violate or infringe any intellectual property rights of any third party.

      2. You understand and acknowledge that the Services may involve the publication, display, and transmission of (1) materials that You have provided Us that may contain or embody intellectual property rights, as well as (2) materials containing or embodying intellectual property resulting from the activities of Our employees and contractors whom We have engaged to help Us provide the Services You have requested. By establishing a membership with Us, You authorize and direct Us to create copyrightable works incorporating some or all of the intellectual property contained or embodied in the materials that You provided Us (collectively, "Derivative Works"), and You hereby grant Us a royalty-free, perpetual right and license to reproduce, publish, display, perform, and transmit such Derivative Works (i) in connection with the Services, (ii) in connection with marketing and selling Our products and services to prospective members and licensees, and (iii) in connection with education and training of Our employees, Affiliates, and independent contractors; provided however, that with respect to the foregoing uses set forth in (ii) and (iii) herein, We will attempt to modify such Derivative materials in a manner avoiding the disclosure of any confidential information about You or members of Your "Tree."

   2. Our Intellectual Property. The tools that We provide You for the purposes of accessing Our Services contain proprietary and confidential information owned or licensed by Us, all of which are protected by applicable intellectual property and other laws. All rights and interests in and to the copyright and other intellectual property rights that are embodied in or related to the Services that We provide, or are contained on the Site, are retained by yourlegacyexperienceky llc, and used by Us under license. We grant You a personal, non-transferable and non-exclusive right and license to access and use the Site during the term of Your membership, provided that You do not (and do not allow any third party to) copy, distribute, publish, modify, create any derivative works from, reverse engineer, reverse assemble or otherwise attempt to discover or use any programming code embodied in the Site or related software.

   3. Intellectual Property of Third Parties. Some of the materials, data, or information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos, or other images, collectively "Third Party Content") that You may receive from Third Parties who are not Our Affiliates in connection with Your use of the Services are the sole responsibility of the third party from whom such content originated. You agree and acknowledge that such Third Party Content may be protected by intellectual property rights that are owned by the sponsors or advertisers who provide such Third Party Content in connection with Your use of the Services. You agree not to republish, reproduce, modify, rent, lease, loan, sell, transmit, transfer, distribute, or create derivative works based on such Third Party Content (either in whole or in part).

5. Fees, Costs and Expenses.

   1. Membership Fees. Our Membership fees are considered past due 30 days after their due date. We charge interest at the rate of one and one-half percent per month on any amounts, including Membership fees, not paid within 30 days from their due date. In the event Your account is 60 days or more past due, We reserve the right to terminate Your membership. Payment may be made by credit card. Except as described in Section 8.2 of these Terms, We will not refund any fees paid. In the event You choose to establish automatic payment (through a credit card or other means), Your membership will automatically renew on a monthly or yearly basis, as You designate, with such monthly or yearly fees payable in advance, until such time as You terminate Your membership.

   2. Costs and Expenses. We may bill the credit card that You have on file with Us for authorized costs and other disbursements. In the event You do not have a credit card on file with Us, We may, at our option, require that You provide Us with a credit card prior to incurring such costs or other disbursements, or We may invoice You for such costs and other disbursements, in which case You are obligated to reimburse Us within 30 days after the date of Our invoice. The costs that You authorize Us to incur on Your behalf may include long distance telephone calls, postage, messengers, overnight deliveries, photocopying, computerized database retrieval charges, and travel expenses of Our representatives or those of Our Affiliates.

6. Our Storage and Retrieval Services.

   1. Storage of Your Digital Materials in Our Virtual Vault.

      1. The Virtual Vault is an online repository for You to store and share Your digital images and other digital information and data. You are solely responsible for the content of all data You store or retrieve from, or attempt to store or retrieve from, Our Virtual Vault that We may provide to You as part of the Services. You agree not to provide any links through a web site or a mass email to download or upload files stored at the Virtual Vault. Although We are not obligated to do so, We may allow You, at Our sole discretion, to exceed Your quota limits to allow for uninterrupted use of the Services. Overuse charges may be applied for the overused storage at the standard rates in effect at the time You exceed Your quota limits.

      2. We may collect IP addresses for the purposes of system administration, to audit the use of Our site for security and continuous improvement. We can and will use IP addresses to identify a user when We feel it is necessary to enforce compliance with Our policies or terms of service or to protect Our service, site, members, or others and to comply with a subpoena and/or to comply with applicable local, state or federal laws and regulations.

      3. We will endeavor to restrict access to the data and files You store or retrieve from Your account to You and those persons accessing such data and files through use of guest accounts and passwords as instructed by You. Your guests will have such access to the Virtual Vault as You may permit, provided that You provide Us with clear instructions detailing such guest's limitations concerning his or her access. Each guest's access privileges will remain in effect until You notify Us in writing or by electronic means through the Site of any changes to such Agent's authority or the revocation of his or her authority. If You do not prescribe any limitations when designating a guest, We will grant such guest unlimited access to the Virtual Vault with full authority to view or make gifts with regard to any or all of the contents. You are solely responsible for any consequences arising out of Your or Your guests' failure to maintain the confidentiality of Your password. If You learn of any unauthorized use of Your password or other breach of security, You agree to notify Us promptly. We are not responsible for the maintenance, storage, and retrieval of Your password or any loss associated with loss of password by You or any of Your guests.

      4. You are solely responsible for (1) obtaining sufficient rights to the content of all data and files stored by You on the servers administered by Us, so as to avoid any infringement of third party intellectual property rights, and (2) ensuring that such content does not include any of the items prohibited under these Terms. We do not control Your content in the Virtual Vault and You are solely responsible for all content and material You provide in connection with the Services. Although We generally will not access Your account without Your prior permission, We reserve the right to do so if (A) We reasonably believe that Your account is being used for storage and distribution of material in violation of any law or of any of these Terms or of Our Privacy Policy, (B) We are required to do so by a law enforcement official, or (C) You request Us to do so to provide support or respond to Your inquiries.

      5. We use reasonable efforts to ensure that the Services are available 24 hours a day, seven days a week. There will be occasions, however when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond Our control. While We maintain regular backups of data, We encourage You to maintain a separate and reliable backup of Your data. When an account is deactivated by Us, stored data may be lost or may not be recoverable by You.

      6. You agree not to use the Virtual Vault:

         1. to store, retrieve, transmit or view any file, data, image or program that contains any: (A) illegal pictures, materials, or information; (B) harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable material of any kind or nature; (C) material that encourages conduct that could constitute a criminal offense, give rise to civil liability (including but not limited to invasion of privacy or defamation) or otherwise violate any applicable local, state, federal, or international law or regulations; (D) code or material that violates the intellectual property rights of others; (E) virus, worm, "Trojan horse," or any other similar contaminating or destructive feature; or

         2. for any spamming, chain letters, or other use that may otherwise disrupt the Virtual Vault or the networks through which You access and use the Virtual Vault.

      7. You agree to comply with all regulations, policies, and procedures of networks through which You access and use the Virtual Vault and agree not to access or attempt to access any account for which You do not have authorization.

7. Disclaimer of Warranties and Limitation of Liabilities; Indemnification.

   1. Disclaimer of Warranties. You expressly understand and agree that:

      1. YOUR USE OF THE SITE IS AT YOUR OWN RISK. THIS SITE AND ALL THE MATERIALS, INFORMATION, AND OTHER CONTENT IN THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YLE MEMBER SERVICES, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YLE MEMBER SERVICES, LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YLE MEMBER SERVICES, LLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, OR OTHER CONTENT IN THE SITE OR ANY THIRD-PARTY SITES LINKED TO THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YLE MEMBER SERVICES, LLC MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT IN THE SITE WILL NOT INFRINGE THE RIGHTS OF OTHERS, AND YLE MEMBER SERVICES, LLC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH MATERIALS, INFORMATION, OR OTHER CONTENT OF THIS SITE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

      2. We shall not be liable to You for any modification, suspension, or discontinuance of the Services.

      3. While Our goal is provide You with the highest quality Services possible, We offer no warranty that (1) the Services will meet Your requirements; (2) the Services will be uninterrupted, timely, virus-free, secure or error-free; (3) the results that may be obtained from the use of the Services will be accurate or reliable; (4) the quality of any Services, information or other material purchased or obtained by You from Us through the Services will meet Your expectations; (5) any errors in the software or Site will be corrected; (6) that the data, files, and materials You store in the Virtual Vault™ or otherwise in connection with the Services will not be lost or damaged or exposed; or (7) that defects in the Services will be corrected. Your use of the Virtual Vault is at Your sole risk.

   2. Limitations of Liability.

      1. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, YLE MEMBER SERVICES, LLC DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SITE OR THE MATERIAL, INFORMATION, OR OTHER CONTENT ON THE SITE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF YLE MEMBER SERVICES, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT YLE MEMBER SERVICES, LLC) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

      2. Our liability for any property deposited in the Virtual Vault shall be limited to loss caused by failure on the part of Our employees and agents to exercise ordinary care and diligence to prevent access to the Virtual Vault by any person other than You or Your Agents, or by Us under the provisions of these Terms. We shall not be liable for any damage to or misuse of any of Your property caused by any actions of any persons not employed by Us, or for any damage resulting from any act of nature or any occurrence whatsoever which is beyond Our reasonable control. We, Our affiliates, officers, employees, agents, investors, members, partners, and licensors shall not be liable to You for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangibles, whether based in warranty, contract, tort (including negligence), or any other legal theory, (even if You have advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Services; (b) the cost of procurement of substitute goods and services to replace any of the Services purchased or obtained from Us; (c) unauthorized access to or alteration of Your transmissions or data; (d) statements or conduct of any third party regarding the Services; (e) any other matter relating to the Services; (f) any loss of data or other materials provided to Us, (g) any loss of revenue or profits, any business or lifestyle interruption, or other pecuniary loss arising out of Your use or inability to use Your account or the Services or any loss of data or files stored with Us. Furthermore, You agree that out aggregate liability to You for any and all claims arising from the use of the Services are limited to the amounts You have paid Us. Some jurisdictions do not allow the limitation or exclusion of incidental, consequential, or other types of damages, so some of the above limitations may not apply to You.

      3. Indemnification by You.

         You agree to indemnify Us, Our Affiliates, and Our officers, directors, shareholders, members, employees, and partners, and to hold all of them and Us harmless against or from any claim or demand, including reasonable attorneys' fees and costs, made by any third party arising out of or relating to (a) Your use of the Services, (b) any files or materials stored by You with Us, or (c) any violation or breach of these Terms by You.

          

8. Termination; Refunds.

   1. Early Termination of Membership.

      1. Either You or We may terminate Your Membership at any time and for any reason by giving notice of such termination to the other in the manner described in Section , below.

      2. Further, if We believe that You have violated Your obligations under these Terms, We may, at Our option and in addition to Our other remedies available to Us, immediately and without notice, suspend Your Membership, remove and destroy data and files stored by You on Our servers, and restrict Your access to the Online Vault.

      3. If You object to any of these Terms or any subsequent modifications or become dissatisfied with Your Membership or the Services in any way, Your only recourse is to: (a) discontinue use of the Services; or (b) terminate Your Membership by delivery to Us of a notice of termination of Membership.

      4. Upon any termination of Membership, We will remove Your stored data files from main storage and available archives within twenty(20) business days from termination notice.

   2. Refunds. If We terminate Your Membership in connection with a termination of Services for all members, We will refund to You a pro rata portion (based on the time remaining in Your Membership period) of Your Membership fee for the period in which such termination occurs. You shall not be entitled to any refund if We terminate Your individual access to the Services or Your Membership because You have failed to comply with any of these Terms

9. Miscellaneous Provisions.

   1. Records. At Your request, papers and property furnished by You will be returned promptly upon receipt of payment for outstanding fees due Us and reimbursement of expenses. Our own files related to the Services We have provided to You will be retained by Us. We reserve the right to dispose of any documents or other materials retained by Us after the termination of Your membership.

   2. Pricing; Change of Fees. All prices are stated in U.S. dollars and are valid until changed by Us. Prices do not include delivery charges or any import duties that may be added by the order destination country. We can change any of the fees We impose at any time, for any reason. If We do so, We will notify You of the change at least 30 days prior to the effective date for such change.

   3. Notices. All notices, requests, consents, approvals, waivers, demands and other communications required or permitted to be given or made under these Terms must be in writing. Any notice under these Terms given by Us to You will be deemed to be properly given if sent by email to Your email address or by first class U.S. mail to any address on record that You have with Us. It is important that You notify Us promptly of any change of Your email or mailing addresses. Any notice under these Terms given by You to Us will be deemed to be properly given if received via U.S. mail or email to the specified addresses listed in Our Membership materials or such other address that may provide You for the purposes of giving Us notice under these Terms. All notices will be deemed delivered (a) on the date following the date of transmission with confirmation from the recipient of the successful delivery of such transmission or (b) on the third business day following the date of deposit in the United States Mail, provided that proof of such mailing (such as a receipt of mailing from the postal office) is provided.

   4. Attorneys' Fees. If We are required to bring any action or proceeding to collect any amount that You may owe Us, We shall be entitled, in addition to all other sums to due to Us, Our reasonable attorneys' fees, costs, and expenses incurred in collecting such amounts if We prevail in such proceeding.

   5. Amendment. We reserve the right to change or amend the terms and conditions of the Membership by delivering to You a notice of the changes at least 30 days prior to the date that such change or amendment becomes effective.

   6. Waiver. No party shall be deemed to have waived compliance by another party of any provision of these Terms unless such waiver is contained in a written instrument signed by the waiving party and no waiver that may be given by a party will be applicable except in the specific instance for which it is given. The failure of any party to enforce at any time any of the provisions of these Terms, to exercise any right or option contained in these Terms, or to require at any time performance of any of the provisions of these Terms by the other party shall not be construed to be a waiver of such provisions and shall not affect the validity of these Terms or any of its provisions or the right of such party thereafter to enforce each provision of these Terms. No course of dealing shall operate as a waiver or modification of any provision of these Terms or otherwise prejudice a party's rights, powers and remedies.

   7. Construction and Interpretation of Agreement.

      1. Section titles or captions in these Terms are included for purposes of convenience only and shall not be considered a part of these Terms in construing or interpreting any of its provisions. All references in these Terms to Sections shall refer to Sections of these Terms unless the context clearly otherwise requires.

      2. If any ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of these Terms.

      3. Unless the context otherwise requires, when used in these Terms, the singular shall include the plural, the plural shall include the singular, and all pronouns shall be deemed to refer to the masculine, feminine, or neuter gender, as the identity of the person or persons may require.

      4. When used in the Agreement, the word "including" shall be interpreted so to be inclusive, i.e. "including but not limited to," such that any list of items or subject matter that may follow such word shall not be deemed to represent an exclusive or complete list or subject matter.

   8. Entire Agreement. These Terms embody the entire agreement and understanding of the parties related to its subject matter. These Terms, supersedes all prior proposals, understandings, agreements, correspondence, arrangements, and contemporaneous oral agreements relating to subject matter of these Terms. No representation, promise, inducement or statement of intention has been made by any party that has not been embodied in these Terms. The provisions of these Terms shall prevail over any inconsistent statement or provisions contained in any document related to these Terms that subsequently pass between the parties including any purchase order, acknowledgment, confirmation or notice.

   9. Governing Law. These Terms shall be governed, construed, and interpreted in all respects in accordance with the laws of the Commonwealth of Kentucky (including but not limited to those laws applicable to a contract entered into and performed in Kentucky), excluding its conflict of laws principles, and applicable federal laws of the United States. These Terms shall be deemed entered into in the Commonwealth of Kentucky. The parties agree that these Terms shall extend to and shall be effective and enforceable throughout the world to the same extent as under the federal and state laws of the United States of America.

   10. Stipulated Forum. In the event of any litigation between the parties relating to these Terms, the parties agree that the United States District Court for the Western District of Kentucky (Louisville Division), shall have exclusive jurisdiction, venue, and forum for the adjudication of such matters, and the parties hereby waive any objections that otherwise could be asserted to such jurisdiction, venue, or forum. In the event that a federal court stipulated in this provision lacks subject matter jurisdiction, then a state court having subject matter jurisdiction, located within the same state as the federal court so stipulated, shall have exclusive jurisdiction, venue, and forum for the adjudication of such matters, and the parties hereby waive any objections that otherwise could be asserted to such jurisdiction, venue, or forum.

   11. Waiver of Jury Trial. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by any party against another party on any matter arising out of or in any way connected with these Terms.

   12. Severability. If a court or an arbitrator of competent jurisdiction holds any provision of these Terms to be illegal, unenforceable, or invalid in whole or part for any reason, the validity and enforceability of the remaining provisions, or portions of them, shall be unaffected to the fullest extent possible by law.

   13. Limited Rights of Assignment. Your right to use the Services is personal to You, and You agree not to assign any of Your rights, obligations, or interest in these Terms or Your account, except in connection with bequest by You upon Your death. Without limiting the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective heir, personal representatives, successors, assigns.

   14. Survival of Claims. You agree to commence any claim or cause of action arising under or otherwise occurring by reason of these Terms within one year after the claim or cause of action arises or such claim or cause of action shall be forever barred.

   15. Dispute Resolution.

       1. If any dispute arises under these Terms (excluding claims for injunctive relief brought by Us against You relating to any alleged breach or threatened breach of these Terms by You), the parties shall endeavor first to resolve the dispute by good faith mediation before a mediator who shall be selected by mutual agreement of the parties within 10 days of a party's request to the other party to mediate a dispute. The mediation shall be governed by the Commercial Mediation Rules of the American Arbitration Association ("AAA") then in effect. If the parties are not able to resolve the dispute through mediation within 30 days from the appointment of a mutually selected mediator, then upon notice given by the initiating Party to the other Party, the dispute will be resolved by binding arbitration.

       2. If mediation is unsuccessful, any controversy or claim arising out of or relating to these Terms (excluding claims for injunctive relief brought by Us against You relating to any alleged breach or threatened breach of these Terms by You) shall be settled by binding arbitration conducted in Louisville, Kentucky, to be governed by the Commercial Arbitration Rules of the AAA, as amended and in effect on the date a demand for arbitration is served, except as indicated below. All matters relating to the arbitration and the results shall be kept confidential by the Parties.

       3. Any demand for arbitration shall specify the requested relief, and if monetary damages (not including attorneys' fees or expenses or punitive damages) are sought and can be reasonably ascertained or estimated, that amount shall be stated with particularity. The respondent shall serve a response within 15 days of receipt of the demand, and if monetary damages (not including attorneys' fees or expenses or punitive damages) are sought by way of counterclaim and can be reasonably ascertained or estimated, that amount shall be stated with particularity.

       4. The controversy shall be submitted to one impartial arbitrator. Within five calendar days of delivery of the arbitration response, the claimant shall deliver to the respondent a list of no fewer than three and as many as five potential arbitrators. The respondent shall make a good faith effort to select one of those people as the arbitrator within five calendar days. If the respondent is unwilling to accept any of those people as the arbitrator, then the claimant may file his or her demand with the American Arbitration Association, and the parties will thereafter proceed under the auspices of the AAA and select from one or more candidates identified by the AAA. The arbitrator in the exercise of his or her discretion shall permit the issuance of subpoenas instituted through legal action, the taking of testimony by deposition, the production of documents and the service of interrogatories, and any other discovery devices reasonably designed without undue expense or burden to lead to the discovery of material facts. The arbitrator shall be obligated to provide a decision and (if appropriate) an award no later than 20 calendar days after the hearing.

       5. The arbitrator shall award whatever monetary or equitable relief he or she deems appropriate, including compound interest, except that in no event may the arbitrator award consequential, exemplary or punitive damages. The arbitrator's ruling shall be final, binding and conclusive upon the Parties. Judgment upon the award rendered may be entered in any court of competent jurisdiction. The costs of the arbitrator and the arbitration fees shall be borne equally by the Parties, except that each Party shall bear the cost of its counsel and related arbitration expenses.